Author's note:
If you're wondering why the UL is so easy to defeat lately, well… there actually is a reason so just keep reading. …be paitient…
This should be a fun, fly by the seat of your pants kind of chapter (at least, that's how it felt when I was writing it…), so make sure you're wearing pants when you read this one. ; ) It's is the longest chapter to date at about twenty-five pages. There's an inside/parody joke of sorts from Sonic X for this chapter; see if you can spot it. ; ) There will be a bit of switching back and forth between two characters (three guesses who…), for a little while. …and a lot of violence. Just to warn ya.


Chapter 9

"Uuug… umpg… what the—" Shadow slowly came to, head aching like someone had just bashed it in with a metal rod; that was probably due to the fact that he had actually just had his head bashed in with a metal rod, 'What the hell…!?'

Shadow swore mentally several times as he found himself once again bound, upside-down, and unable to move his arms or legs.

'I'm not liking this trend…' he thought to himself groggily – the blood pooling in his head not helping his dazed state.

This time he was strapped with energy ropes to a tilted metal platform, almost Frankenstein or mental patient-style. He was almost vertical, and would have fallen on his head if the ropes were not holding him tightly to the platform. The room was pitch black except for a bright operating table-style light looming over him, making his eyes hurt quite a bit. He couldn't see anything of the room around him. Had Rouge betrayed him? Was this what GUN was going to do to him? Were they going to do the memory extraction? He panicked… had they already done it while he was out!? Then he quickly realised that he certainly wouldn't remember Maria or even be thinking against GUN if they had already brainwashed him…

He felt a slight, tingling itch on his head where his self-inflicted wound had completely healed over, but couldn't reach to scratch it. This along with the fact that he was still someone's prisoner, had recently been hit on the head with a metal rod, and was now upside-down, strapped to a table with a splitting headache, automatically put him in an exceptionally foul mood. Craning his neck as best he could he looked up at his feet.

He swore loud enough to make an echo in the dark room as he thought, 'Damn it! My shoes! They took my Air Shoes!' to his shock and horror, all he saw were his black socked feet. She squirmed in his restraints, panic rising… those shoes were one of a kind, and without his shoes he would not be able to run as quickly – one, because there was no jets to propel him, two, because running at high speeds without shoes could leave you without feet.

Suddenly he jumped at the sound of a maniacal laugh. An empty, hollow, mechanical laugh… looking back down, he almost jumped out of his quills as he found himself staring into creepy orange LED eyes. Shadow seethed, Shadow rippled, Shadow bristled.

"How nice to see you again, dark one…" it was none other Metal Sonic.

Meanwhile, Juli-Su was making quite a quick entrance into GUN's fortress…

After destroying all traces of the hover scooter by using its self-destruct mechanism, she had walked and glided silently for several miles to the actual base – this was to avoid being detected by their guard towers and radar, because of the large amounts of energy and bright light the scooter outputted. Gliding could still be noticed, but would be harder to detect. Her gliding was power assisted by the two jets on the heels of her boots, plus one miniature jet on the end of each mechanical dread – the reason for this being that she was understandably MUCH heavier than a non-cybernetic echidna. Though even then, when she was gliding she looked almost like she was dangling diagonally in the air, nose out front, toes nearly dragging on the ground behind her, and dreads fanned out in her wake – generally not very aerodynamic or graceful looking, but it was easier and faster than walking or running.

When she had finally reached her destination, she had infiltrated into GUN by wriggling through a tiny ventilation shaft she had found at the back of the base; the only unguarded and unwatched entrance. The cramped passageway was so tight that her shoulders barely fit, and at one point she even thought she wouldn't make it. However, after fifteen minutes of wriggling, she wormed her way into a larger passageway where she could use her arms, legs, and mechanical dreads to propel herself forward – being careful not to bend the thin metal with her weight as she went, which would cause it to snap back with a big, cover-blowing bang. After a ways in, she stopped to refer to the holographic map she was given, then glanced at the list of all the places they may have taken Shadow. There were four different prison and containment levels, one for each level of security – Juli didn't need three guesses to figure out which one contained the so-called Ultimate Life form; that would be level four; Maximum Security, or The Level of No Return.

While laying in one of the breezy, dark, metal shafts, she memorised what she could from the incomplete map, and several wrong turns later, fortunately found herself deep in the heart of the base. She carefully popped out of the shaft in a long, dark, oval shaped hallway, gluing herself to the wall to avoid detection from the many security cameras staggered along the ceiling. She looked at the map again; this area was mostly complete, but there was a big, gaping hole in the middle where Eggman's satellite vibes had apparently not been able to reach. Juli-Su figured there must be some kind of force field there… and since Shadow seemed to be such an important and powerful trophy in the scheme of things, she reasoned that it must be his prison. Juli moved slowly along the walls, only when cameras were looking the other way. As she went, she was careful to avoid the tricky invisible laser traps set up by GUN, only noticeable by their glowing red, adjacent terminals on each side of the walls – she was glad she had grabbed a smaller cloak than usual, as an excessively droopy one would have greatly hindered her in the dance she had to do to get by the laser maze. She was just beginning to think how all to easy this seemed, when…

BRRREEP!BREEEEP!BREEEEEP! Alarms sounded with deafening persistence. Juli-Su had let her leg drop too soon (she blamed her injuries on the error) and tripped a laser.

She swore as she tore down the hallway now, not having anything to loose, and whipping out her energy kris sword. It wasn't long before GUN beetle-bots were flying down the hallway from both directions to greet her.

FWA-CHING! FWA-CHING! Juli-Su leapt in the air and swung the sword twice; neatly slicing the first two beetles in half, which promptly caused them to explode in a dazzle of flame and sparks. The remainder of the swarm proceeded to shoot at her as she continued to run down the hallway.

"Intruder detected in level four security prison. Defence has been mobilized." chimed a male computer voice over the base's intercom.

It would hard to miss hitting the slowly reacting beetles, even with a fairly clumsy swipe from her sword, but Juli had no interest in taking them out now that they were continually firing hot blasts of energy at her heels. Instead she fired up her jets and boosted several times in a row down the corridor to put some distance between herself and her enemies. Wheels under her boots still rolling, moving her forward, she whipped out the small holographic mission projector as she went, cloak billowing and flying out all around her, and glowing blue sword lighting her way. She called up the map…

'Thank god… it should be around here…' she thought, nearly breathless as she approached the gaping blank hole on the map. She pocketed the device again and suddenly slid forward in another boost. She was now in a curving hallway, and quickly realised that it simply went in a circle; it went around the unknown, circular room in the map. Running now she soon reached the door, and as she approached it – hearing the beetles slowly gaining on her as they whirred, flying down the hall after her – she prayed her first guess to be lucky. The door was obviously locked, so she raised the sword with both hands and stuck it into the miniscule crack between the heavily reinforced door and the frame. A screeching so horrid that it would sour milk was heard as she pulled down with all her strength to cut the hinges and latches off the door. Too slow, the defence bots were on her again, and she had to jump back from the door before the first hinge was off as they opened fire. She dodged under the swarm, then boosted straight through them, sword held high as she cut through the air and brought down no less than five of them. Then a laser blast hit her left boot's jet, frying it and sending her skidding into a wall in alarm. Another blast grazed her right arm, making her cloak sizzle at the elbow for a moment. Getting annoyed, she sheathed the kris and pulled out her own laser blasters.

"Get down…" she said quietly as she brought the remaining six Beetle-bots crashing to the floor, guns blazing and lighting up her face under her cloak for fractions of an instant, "…and stay down."

As the debris of the downed drones smoked and sparked in heaps on the floor, Juli-Su's suddenly felt a headache coming on.

'Damned alarm… you'd think everyone would know there's an intruder by now!' she put away her guns and quickly massaged her forehead as she went back to the door. Whipping out her sword again, she took out the remaining latches and hinges. The door stayed where it was – she had expected it to fall either way. She pushed it slightly, to no response. Rearing back, she lifted a foot and kicked at the door repeatedly with a heavy metal boot.

BAM! BAM! BAM! BAM! BAM! BAM! It dented, but did not fall into the room as expected.

'Oh yeah, stupid!' she have herself a mental rear-whipping, 'Force field!'

This time she took the sword, wedged it into the crack of the door, moved to the side and began to pry. With a few heaves and a slight grunt from both Juli and the door, it fell outwards with a crash and a bang to the metallic floor. She peered into the cylindrical, force field protected room, sword still held at the ready.

She swore at what she saw…

Back at Metal Sonic's lair, Shadow was not having much fun either…

Metal Sonic waved a clawed hand in the air, somehow making Shadow's table level out so he was lying horizontally. He then jumped up on the edge of the table, standing at Shadow's side, looming over him – bright light making his head a dark silhouette.

"Damn you… damn you!" growled Shadow lowly, twisted scowl on his face.

WHAM! The metal rod hit him squarely on the head. He hadn't even seen the attack coming, which concerned him more than the pain.

Metal Sonic simply laughed, "Have you noticed my new shoes yet?" and pointed a claw downwards.

Shadow hadn't, he looked sharply down at Metal's feet, and almost exploded with rage at what he saw. Metal Sonic was wearing his hover shoes!

Metal Sonic laughed again, "Quite nice they are… not like the clones' – theirs are nothing like the authentic…" he added with a sneer, "They, themselves are nothing like the authentic."

"I could say the same of you…" said Shadow darkly, referring to the fact that Metal Sonic was simply a robotic clone of the real Sonic.

WHAM! Shadow squirmed in pain as he felt the swift blow of the metal rod hit his head again.

"Shut up! That worthless blue hedgehog is overrated—"

"You underestimate him." Shadow interrupted.

WHAM! Shadow felt that metal rod whack him on the head again, but for any of these blows he hadn't see Metal Sonic so much as twitch. Was he that fast, now!? The room spun a little as Shadow tired to focus his blurring vision on his foe.

"Don't ever interrupt me!" snapped Metal Sonic.

"Humph!" he huffed, giving a slightly weakened glare at him.

WHAM! The room heaved and lurched as Shadow felt a trickle of warm blood ooze down the side of his head. How was he hitting him so fast and so hard without him seeing?!

"Here you will be punished for insolence. I'll advise you to learn to hold your tongue… since you don't seem to be connecting action to consequence very quickly…"

Shadow started to open his mouth again, "…" but was stopped WHAM! with another profound hit from the steel rod. This time he had to stifle a cry as he clenched his teeth in agony.

"You see?" Metal Sonic laughed, "I can't believe he is such a slow learner…" he hopped down from the table, and then said quietly into Shadow's ear, "We'll soon break you… never you fear…"

As Shadow took shaky breaths through clenched teeth, he suddenly heard a voice behind him, a familiar, yet different sounding voice. Like the voice you hear if you record your own, and play it back to yourself, "You see maestro? Just one of the many reasons I deserve the title The Ultimate Life Form…"

Shadow painfully craned his neck to look directly behind him, all he could see was blackness.

"What's the matter? Don't recognise me?" the male voice taunted, "How could I be modeled after something so… dense?"

Shadow suddenly felt his table turn around, then flip him up so he was in a standing position, facing this unknown entity. One eye twitching in pain involuntarily, the other winced shut because of the bright operating-table-style light above him, Shadow struggled out, "It's my voice… you're a… clone…"

"Huh!" the voice almost laughed, "You're close…" the presence stepped into the light.

The real Shadow stared at the fake Shadow. Had the real Shadow's head not been so bloodied, the two would have been indistinguishable in this light – had they been standing side by side in broad daylight, on close inspection one would notice that this fake Shadow had obviously artificial, although realistic looking fur. The eyes of the copy also lacked a lot of the sharp, captivating edge that the real Shadow's held.

"This is your backup. Just like you, except for the fact that he lacks the organic element…" explained Metal Sonic, smirking alongside Shadow's duplicate now, "Also my right-hand mecha."

The backup crossed his arms, gold rings reflecting in the dim light. In one hand he was clutching that metal rod. Both enemies soon noticed Shadow eyeing the rod.

"Crude, but highly effective weapon, don't you agree?" Metal Sonic said as the backup grinned evilly.

Shadow said nothing as he winced both eyes shut.

"I think it's time we went back to work, hum?" Metal Sonic looked to the copy, which nodded slowly, "Get back to that GUN base and find those emeralds and the data they were so interested in…it was about some mecha that Eggman has acquired, and it may be of some use to us."

The backup Shadow nodded again and quickly left the room, tossing the metal rod away as he went. It fell to the floor with a loud clatter that didn't help the soreness of Shadow's head one bit. Metal Sonic then rounded on Shadow, hovering a foot off the floor with Shadow's Air Shoes. Blood was now dripping down one side of Shadow's face and onto his white crest of chest fur.

"Back to business…" he sneered, "I should thank Eggman, you know… I was simply going to erase all your memory… but no – I realised – that's would make you no better than your backup… your passion for fighting would be eliminated…" he paused, "In a few moments you'll feel nothing but a slight tingling – if you relax and submit your mind to me. Resist…" he twirled a claw in the air, making Shadow's table flip back to its horizontal position with a jolt, "…close your mind to me, and it should be quite excruciating…" he snickered as he drew away, into the shrouds of darkness all around.

Silence… cold, deadly silence… then…
"Kyu" Shadow clenched his teeth to stifle another cry as a strange sensation waved through his body. It was like descending in an elevator much too rapidly – but he only felt it in his head – like the gravity forces were suddenly trying to suck his brain out though his ears. …and the sensation continued as moments of his memorable life began to flash rapidly, incomprehensibly fast, before his eyes.

Shadow could not see, but Metal Sonic was standing on a platform in the dark, eyes open and hooked up to a strange, spherical machine. He stared straight ahead, seemingly mesmerised, though really he was taking a good, though brief, look at all Shadow's memories. Being completely a machine and computer, he was able to acknowledge each split-second image as it was fed into his computerized mind. Hands held out, palms down over two dimly glowing orbs, he would roll them this way and that, almost like he was turning a rewind knob on a video player. Most of this abstract, memory extractor machine was situated directly above the blinding light Shadow was being bathed in.

Shadow felt as if his breath was being sucked out of him, and he struggled to stop this intrusion into his mind. …but he was being so overwhelmed with random images, that he didn't know how. Metal Sonic was easily flipping through Shadow's mind like pages in a book.

The images eventually slowed to a more comprehensible speed… though it was still too fast to grab onto anything… and there were… there were flashes of things he could vaguely remember… stuff he could barely remember happening… but they were there…

"What's this?!" his adversary cried out.

Shadow and Metal Sonic both had their eyes wide open, but could only see a dim replay of a moment in Shadow's past from his point of view, as Metal Sonic stopped flipping and focused on a single memory…

Before him, Shadow could see… Maria! There she was, smiling at him as they stood together in the dark abandoned lab. He looked back to the stars as she spoke…

"…it's interesting because we never see the same position of stars like the people down on Earth do. The ARK is moving, so every time we look out we find new constellations… new pictures… it's always different." she explained.

Both Shadow and Metal Sonic could suddenly feel her hand on their heads. Metal Sonic could only feel the weight of her hand, but Shadow could feel that and her fingers as they ran through the short but soft fur on his head. If it wasn't for his aching, ever bashed-in head, he may have been completely consumed by the pleasant memory.

Shadow continued to see the stars and feel her hand as Metal Sonic broke the soothing ambiance…

"Well… isn't that sweet…" he mocked bitterly, "…not something I want my ruthless servant remembering…"

Shadow felt a slight tingling in his temple as the image of stars faded and dissolved. Suddenly he couldn't remember what had just happened… what the memory he had just been reliving was. Shadow was gripped by panic. He clenched his fists as Metal Sonic again raped his mind for another memory. Shadow struggled to think of what the newly forgotten memory was, but each time he would draw a blank, hit a wall… it was gone without a trace.

Images were again flashing by, but still at a slower pace… he saw his own shoes as he ran down a hallway of ARK, evading the Professor as he tried to capture him for testing. He saw a pretty holographic fish in an artificial pond in a Green Room of ARK… Shadow felt a tingling again, and the fish memory was gone, leaving him with his mind racing, panicking, wondering what memory had just been erased. The memories flashing again, he saw a keypad of numbers as his fingers danced over its surface as he tried to crack the code. He saw a hideous holographic monster reach for his throat with a clawed hand. He saw his own blood pooling with holographic blood of foes on the floor of the training room. He saw… Maria in her powder blue ballroom dress beckoning for him to join her amongst the crowd of humans on a beautiful marble floor.

Metal Sonic stopped there. Shadow now knew what he was doing; he was trying to get rid of any and all Shadow's more pleasant memories. He had already felt him erase two — were they important? Shadow didn't know, but it didn't matter – he didn't want to forget his time with Maria, they were all he had left of her. He remembered what the angelic Maria had said to him… to hold on and never let go. He didn't know exactly what that meant, but having no time to think of it, he tried what came to mind first. Gritting his teeth tighter than ever and clenching his fists, he dug in and focused on that memory Metal Sonic was prying at. Shadow shut out the deafening silence of the room, the aching of his head, and the nauseating, disoriented pull of gravity on his head… he willed to relive it as if he had gone back in time.

'Focus…' he ordered himself, 'Focus! Focus! Focus!' he tried to think of the memory as he would a location when he used the Chaos Control… he thought of the sounds; clinking of glasses and utensils at the banquet tables, the soft orchestral music in the background, the ruffling of the females' fancy, frilly eveningwear, the hundreds of humans chattering as they socialised in the large ballroom, Maria's voice. He thought of the high domed ceiling that showed the stars outside, the long, tall windows that showed a quarter of a darkened, nocturnal Earth, the people milling about… the sight of her… he could feel the restriction of that annoying white tuxedo he had been forced to wear, how his tail was stuck down one pant leg, how the quills on his back were wrapped tightly to his body, uncomfortably corset-style so he could actually it into human's clothes, and how it felt strange to have the new, heavy gold rings that Gerald had recently fused to his wrists.

All at once, it was like being there again.

"C'mon silly…" Maria cheerfully called up Shadow, who was standing uneasily behind a tall white pillar at the top of the steps, which led down to the ballroom floor. He wore a vaguely disgruntled look on his face.

This was ARK many years ago. If Shadow actually kept track of his age (not that he physically aged, anyway), he would have been able to say he was around twenty-three human years in this memory. At this moment in time, ARK was holding a banquet for the celebration of something Shadow couldn't quite remember, because he never cared to cite such inane details of human pride – stuff like that didn't matter to him. The people who worked and lived on ARK were all in this ballroom, mingling with their friends and families from Earth for a few short hours. For many of the staff, this was the first time they had seen their friends and family for many years.

Gerald wanted Shadow to be sealed in the big Green Room for this event, but Maria insisted that he attend, so that he could be socialized and so that more people would come to accept him as a non-threatening, decent-minded creature – only the latter was mostly true, however, and Gerald was not the only one of the scientists working on Project Shadow who was on edge because of her wishes. Maria had also reasoned that Shadow would become depressed if she was on ARK and not spending time with him – this was true, but may not have been if Shadow knew he'd have to be dressed for the occasion. Overall it was a risky situation against Gerald's better judgement, as Shadow could be a ticking time bomb of rage and violence at the most unpredictable of times…

Metal Sonic would have deleted the memory by now had he not been thoroughly amused by the sight of a humiliated Shadow in human clothing. Little did he know, waiting this long would be a mistake; he was giving Shadow a head start.

The reason Gerald had allowed this social event to take place on ARK in the first place, was on the notion that it would make his operations look friendly – and that was important for the sake of GUN's recent suspicions about ARK's true purpose – not only that, but events like these were incredible morale boosters, as 99 of the people on ARK had no contact whatsoever with their loved ones while working – again for the sake of GUN's suspicions – and the last thing Gerald needed was news of the Eclipse Cannon or the his plans for Ultimate Life leaking out; though being too secretive would likely tip off GUN as well. It was a delicate balance… much like the mental state of the Ultimate Life – and this worried Gerald.

Back on the blue with silver trimmings-carpeted stairs…

"I don't want to…" Shadow grumbled, even though Maria probably couldn't hear him from where she was.

Maria picked up her dress so she wouldn't trip on the front, and jogged up the steps, fabric crinkling as she went. Shadow leaned against the pillar as she came to confront him.

"You are one stubborn hedgehog." she almost laughed, "Do I have to take you by the ear and pull you down there?"

"I'd like to see you even touch my ear…" he grinned mischievously in playful challenge, but his demeanour quickly turned back to its regular detached expression as he said, "I feel degraded standing here in this asinine human's clothing…" then he realized that his remark may have insulted Maria and quickly added, "Not that humans look bad in clothing…" then he conceived that may have implied a rather embarrassing untruth and added quietly, his face flushing, "…slight me, please… I'm not sound tonight…"

Maria held a hand to her mouth in a subtle giggle, "I understand what you mean, Shadow… don't worry…" then her sweet smile slowly faded to a more serious look, "Shadow, I know how much you hate this, but… we really want… I really want you to make a good impression on those people down there." she smiled as she leaned forward and straightened his miniature bowtie for a moment, "A lot of them are from Earth… the people you will probably be protecting some day. This is a good opportunity to show them you're not something to be feared. I want people to feel safe in your presence, not threatened."

Shadow didn't particularly want an image like that – With his fairly dominant personality, he quite liked the fact that he was feared by most people he met, that he could make them shake in their boots with a simple glance. …but Maria's wish was for him to make the Earth a better place – how could he do that when Gerald kept convincing him that this purpose was destruction?

"Please Shadow… it will be fun." she smiled and held out a dainty, gloved hand, "Do it… for me?"

Shadow looked down at her hand, conflicted. There was a long pause, and the background music suddenly picked up in a cheery, happy melody as he thought. Shadow then decided, and made eye contact with her again, "If it will make you happy… Maria…" and he took her hand.

The vision suddenly jolted and blurred as Metal Sonic stopped the memory, preparing to eliminate it, "Didn't know you had it in you, Ultimate Life…" he snickered, "…didn't know you were so… soft…"

…but Shadow wasn't listening, he was focusing hard on this memory. It soon started up gain, and suddenly flickered to a scene some time later that night, catching Metal Sonic off guard has he was suddenly, unwillingly dragged along, seeing the same as Shadow.

People were eating and dancing, while Shadow simply stood under a potted, decorative palm tree, observing the nearby humans. He was irked and yet relieved at the same time by the fact that he had been largely ignored by these humans – and that was probably because any who looked his way shortly regretted it if they caught his eye.

Meanwhile in reality, Shadow felt a stream of electric pain rip up one side of his head, but he refused to accept it. Metal Sonic was trying to force Shadow's concentration from the memory, trying to make him let go.

'Focus…' he ordered himself and went back to his thoughts, ignoring the increasing amount of pain; pushing it deep within himself as he forced the memory on. Instead of fighting Metal Sonic physically, he would beat him with his mind – show him that it he was trespassing on sacred ground.

"Shadow, aren't you hungry?" Maria was suddenly at his side again.

"No…" he replied, tone heavy and low.

"I know you don't have to eat, but it might make you feel better if you try…"

He glanced at the tables of people munching away at heaps of food and raised an eyebrow, "I don't even know how to eat what they're eating…" at this point in his life, he could only remember consuming two things… a pill a lab tech had unremittingly forced down his throat, and a strange hybrid fruit that had fallen off one of the trees in Maria's private dome. He did not know why he didn't have to eat or sleep – the normal ways of replenishing energy – and the Professor's only explanation was that it was in his blood, so Shadow took it for granted.

"I'd look silly sitting with them anyway…" he added miserably, curling his lip slightly as he eyed the throng of laughing and chattering humans. He didn't belong here… he wasn't like them.

Maria felt a little saddened at his negativity, but quickly cast it aside for a better idea. She slipped her arm through his elbow and started dragging him to the open ballroom floor, where various people were waltzing. She stopped there.

"Oh… for a moment there I thought you were taking me out of this place. …but… you can't be serious?" he gave her a cold look (though really he was straining to keep a straight face), "Are you mad?" he have her a second, deeper look (still straining to keep an amused grin from wiping across his face), "I'm a foot shorter than you…"

Shadow suddenly wavered back to reality for a split second as the electric pain started to get to him.

"I will never let go…" he muttered in intense concentration, and furrowing his brow, he forced it aside once more, but the vision was now wavy… incomplete and choppy… as he saw himself hover about a foot into the air and take Maria in his arms.

"It's useless to resist!" yelled Metal Sonic as he tried to force Shadow into mental submission, "Your efforts will be wasted!"

It was like when he was trapped in warp a while ago… it was like breaking the sound barrier… it was like being locked in that terrifying training room… there was a barrier in front of him, a force that was trying to keep him down… a force that needed to be broken.

"No!" Shadow insisted with a defining yell, as he forced his mind back to the ballroom…

People stared as the Professor's granddaughter waltzed around the room, powder blue dress fanning out with each turn, with Shadow… both of them hovering a foot off the ground as Shadow somehow managed to support them both with his Air Shoes. Meanwhile, between the choppy, ghost-like fragments of the memory he was trying to preserve, Shadow called out to Metal Sonic…

"I am The Ultimate Life Form—"

Maria, hugging Shadow tight so she wouldn't fall out of the air, put her head on his shoulder and whispered, "Thank you for this night, Shadow."

" –Shadow the Supersonic Hedgehog—"

The dance now over, Shadow slowly lowered them both to the ground. Still holding one of her hands, did a slight bow to her. When his head came up, he was smirking – but it wasn't his usual evil smirk. For once his eyes reflected a sense of peace and true happiness… The small crowd who had been watching this small event applauded, and as the crowd cleared and went back to milling around, Shadow moved to leave the ballroom.

"Shadow…" Maria stopped him.

He turned and walked back to her, looking up to meet her eyes. She carefully kneeled down, dress bunching up around her – now she had to look up slightly to meet his eyes.

"—and shall not be defeated by a mere machine!"

"I know this night was really hard for you… and… I don't know how to thank you for it." her eyes shimmered.

Shadow shook his head, still smirking, and said quietly, "I am happy that I have made you happy…"

Maria smiled broadly, then leaned foreword and gave him a long kiss on the cheek.

Shadow was paralyzed. His eyes went wide, pupils constricting to pinpricks, his ears shot back, his face flush furiously, and he felt quite hot under the collar. The fluttery feeling in his heart was new to him… he had never felt such… joy…

…and as she drew away and laughed out loud at the priceless look on his face – utter shock and abashment – he felt for the first time, very much alive.

"I am MORE than a machine!"

The pain scorched across his brain… raking it… ripping at it… but he sucked it all up, converting pain to hatred towards Metal Sonic and storing it away for when he was liberated from his restraints. He repeated in his mind, 'Dancing with Maria… Dancing with Maria… Dancing with Maria…' blatantly refusing to let go, to submit, to forget one of the only happy memories he had left.

The next few moments were ones Shadow could not remember clearly… it was a mixture of Maria's voice, the now warped sounding orchestral music, the buzz of electricity, and Metal Sonic cursing a blue streak as the strange machine he was using started to backfire. By thoroughly occupying his mind with his memory, Shadow was forcing the electric shocks to his brain back on Metal Sonic, who was quickly loosing patience. Metal Sonic had a certain affinity for electricity however, so it was Shadow's obstinacy that bothered him, not the shocks.

"Enough!" screeched Metal Sonic, sending strong bolts of electricity surging into his memory extractor machine, frying its circuits. All at once the stabbing, electric pain faded, the feeling of reversed gravity subsided…

Shadow finally stopped his efforts, relaxed, and opened his eyes one by one. The room was dark and quiet again except for the strong light over his head. Knowing that this still moment probably wouldn't last, he took the opportunity to smirk in triumph… he had beaten the machine. His head was still quite sore, but the bleeding had stopped. His mind felt hazy, clouded, as if he had been disturbed from a dream…

Before he could think about it any further, a navy blue blur snapped Shadow into defense mode (not that there was much he could do while strapped to the table), there was a screeching like metal being crushed and shredded, a crash, and he suddenly felt the heavy impact of being thrown against a concrete wall. Metal Sonic had ripped Shadow from the restraints and was now holding him by the neck against the wall, suspended in the air with the stolen hover shoes. Shadow still managed to smirk as he felt the blood circulation to his head being cut off. Metal's alarming orange eyes burrowed into Shadow's, but they failed to strike any fear into him this time. Metal Sonic was just a machine, "…and no machine was better than the Ultimate Life." he thought.

"Think this is amusing, Ultimate Life?" scorned Metal as he tightened his grip, making Shadow gag and squirm slightly, he was about to speak again but…

Shadow suddenly coiled his legs and kicked both socked feet out as hard as he could, slamming Metal Sonic in the knees, hard. Unfortunately for Metal, he was hovering in the air, and this sudden, unexpected force threw him off-balance. His grip on Shadow slipped as Metal struggled to keep upright, inexperienced with using the hover shoes. Shadow's shoes had various jets on the bottom, plus one on the toe and heel, and not knowing exactly how to position your feet and synchronize their movement could result in falling over, going the wrong way, or having each leg go in a different direction. Shadow dropped to the floor, then coughed and shuddered a few interrupted breaths before quickly standing. Metal Sonic soon rebalanced himself and shot towards Shadow like a mad wildfire, but Shadow was now free and ready for him. Ignoring the pain in his head, Shadow dashed towards Metal Sonic, pulling his clenched fist back, ready to make scrap metal of this machine. As the two combatants reached each other in milliseconds, the air that they forced out from between them turned all the machinery in the room upside-down.

Shadow's hit missed as Metal moved his head to one side and brought his open palm sharply up into Shadow's gut. Shadow grunted as fell back to the ground, then instantly gathered his feet under him and sprung back at Metal Sonic -- though that was almost useless, as Metal was already inches away by the time he had pushed of the ground. Lightening fast reflexes taking over, Shadow curled into a ball and went right through Metal Sonic, who fazed into a cloud of particles, and quickly reassembled to land a fist between Shadow's shoulder blades before he could turn to block. Shadow slammed into the pile of twisted metal in the middle of the room (formerly his restraints), slicing a cut across his middle and left leg, and then scrambled to push away. Without his shoes, he found it was hard to find a foothold, as he couldn't use the air to push off if needed anymore. He managed to flip over to the other side just as Metal drove his claws easily through a thick segment of the former table. Shadow did a handspring backwards as Metal boosted forward, and with a mighty heave, swiped at him with his razor-sharp claws. The assault missed, and Shadow prepared to dash forward again.

WHAM! It was that insipid metal rod again. This time it came down with enough force on the back of Shadow's head to make him immediately slink to the ground. Not unconscious, but very dazed, Shadow lay with one side of his head resting against the floor, trying to say something but no words coming to his mouth. He felt a warm stream of blood slowly flow down his back and surround him, as he watched the dark room spin in vertigo, and Metal Sonic's stolen shoes hover over to him.

"Well, at least you clones are good for something…" he laughed, hollow voice warped in Shadow's ears, "…but I must express that I do not appreciate being interrupted when I am winning."

"I apologize, vanquisher." Shadow heard his own voice sneering again as he saw a second pair of oddly shiny Air Shoes step beside Metal Sonic. He could just see the end of the metal rod as well.

"I do commend you on that implausible hit, however…"

The clone nodded and started, "I came to report that—"

But Shadow didn't hear the rest, as his ears abruptly started to ring and he was unable to focus neither his hearing nor his eyes. The robotic clone soon left, and Shadow suddenly felt himself being hoisted into the air by his quills – as if the pain in his head wasn't enough to please Metal Sonic. He felt the impact of being trusted into the wall again, feeling something crack, and hoped it was the wall. Shadow hung limply, pined to the wall, Metal Sonic holding him against it by the shoulders. Not having the energy to even cry out as the ringing in his ears subsided a bit.

"Now, where were we?" he grinned a steely, sharp-toothed grin, which was terrifying enough, never mind those creepy eyes, "By that little display with the machine…" (Shadow's head rolled to one side as he struggled to stay conscious amid the loss of blood) "…I assume you'd rather I pummel you into amnesia? Hum?" he slammed Shadow against the wall again, making his blood splatter onto the wall as his head hit it.

The next few seconds were a blur as Metal Sonic threw the half-conscious Shadow to the wall on the opposite side of the room. As he bounced off it and before he could hit the ground, Metal flashed over and kicked him up to the ceiling, then as Shadow fell from that impact, drove a clawed fist into Shadow's temple. When Shadow hit the ground this time, he had thankfully been knocked senseless, as Metal Sonic then picked up the metal rod, and proceeded to turn Shadow into a bloody heap with swipes from his claws, and blows from the rod.

Some time later, Shadow regained consciousness just in time and just long enough to feel his bloody, shredded, tenderized body be thrown into a prison cell. He left a long smear of blood as he tumbled and slid against the cold metal floor.

"Let him be until he recovers…" he heard Metal Sonic order before he fell unconscious again, "…he'll live to see more suffering…"

Juli-Su swore at what she saw…

"Damn it! Not here." she ripped the sword across the force field of the empty room, making it shimmer and spark.

The alarm was still sounding, meaning they knew the intruder still hadn't been subdued, and would probably lock the place down soon if they couldn't get her – she'd have to find Shadow and / or get out before they decided to do that, or else it was going to be one hell of a night… not that it wasn't already…

"What do you mean? Not here?" she heard a low voice behind her.

Juli whipped around, sword pointing at… Shadow!

"Crap! Don't scare me like that…" she lowered her sword and spoke very quickly and sharply over her shoulder, boosting on one foot down the hallway, "C'mon! We've got to get that data and get out before they initiate a lockdown!"

The backup Shadow raised an eyebrow and started to skate after her, "We? …and just who are you?" he asked with absolutely no interest in his voice at all. All he could see of her was a black cloak, two white gloves, and the lower halves of two metal boots.

"The Legion has sent me to assure your escape and the destruction of the Mechidna's data." She sheathed her sword and boosted again to keep up with the fake Shadow, who was quickly drawing ahead of her.

"While I can assure you that my escape is guaranteed… without your help…" and he dashed down the hallway without a second glance at her.

Juli-Su took the power ring from her shoulder, held it in one hand, and boosted again, soon finding herself flanking him once more, "Really… well I sure hope you know your way around… you're miles underground in this base…"

"Humph! You underestimate me…" he said simply as he increased his speed, skating quite quickly as one after the other rounded a corner to another long hallway.

Juli-Su tapped into the ring's power and managed to keep up with him, for now.

"For instance…" she pulled out her map in her free hand and powered it up as they ran, "…this next turn you should take a right if you want to find the only lift out of this level." she pocketed the map again.

The backup Shadow glared at her and slowed down a bit, matching her stride as they hung a right. This hallway ended in a double sliding doorway, which was closed. GUN beetles suddenly rushed out from compartments in the wall. The fake Shadow checked Juli into the wall ("HEY!" she cried) stopping her from proceeding, grabbed the power ring from her ("WHAT THE F—" she whipped to her feet and started after him) and did a light dash through the staggered line of advancing enemies. He then spun straight through the doors, and tried to order the lift to go up. Juli soon joined him and grabbed at the ring. Not having any use for it now, the faker simply let her have it.

"What the hell was that!?" she demanded, indignant, "I can—"

"The lift's not working…" he said simply, interrupting her.

"Well, duh! They wouldn't want their cons escaping that easily, now would they!?" she yelled, still quite angry, as she went over to the power box on the wall and ripped it open.

The faker glared at her again. Juli ripped some wires open with sharp teeth and quickly jammed the power ring against the exposed metal inside. The lift came to life and shot up quick enough to make the faker stumble for a moment to regain his balance. The lift no longer having a front door, Juli counted the floors as the whipped by. She pulled the ring away before they reached the next level, making it stop with another stumbling jolt between two floors. Juli hopped up and slid through the narrow space on the top, the more brightly lit level, and slipped the ring around her shoulder again. Faker Shadow soon followed with a flashy roll and sprinted to catch up to her. This was a laboratory level, and was brightly lit, not to mention deserted.

"This level should have what we're looking for…" she stated quietly.

"The emeralds?"

"Emeralds?!" she managed to breathe a laugh, "Go ahead, find the emeralds if you think you—"

The faker was off like a shot and soon rounded a corner, so he was out of sight.

"—can…" she swore under her breath and suddenly stopped to dodge behind an open door. A laser turret that had suddenly descended made quick work of the door, and she had to roll inside the room, out of the turret's range.

"Hostile intruder spotted in lab sector B. Prisoner has escaped to lab sector H. Get them!" shouted a male voice over the intercom.

Juli swore as she stood up and quickly glanced around the room she was in. There was a computer console, which was all she needed. Quickly seating herself at it, she fired up the computer. The small screen lit up with a prompt…

"Pass… ward?" she crinkled her muzzle at the surprising spelling error, then shook her head in disbelief, "Man… these guys…" as she went to work, trying to crack the code before they found her.

Meanwhile, the faker was busy trying to lower a force field box that protected GUN's two emeralds; the violet and the aqua. Having a purely mechanical mind, he was quickly able to convince the computer to lower the field, fingers flying with incredible velocity over the keypad as he tried every combination of numbers he could.

When the field dropped, he dashed over and grabbed the two glowing gems, feeling their smooth surfaces in his hands. He didn't have much time to admire them, however, as…

"There he is!" yelled a male voice, "Get the prisoner!"

The backup Shadow's ears shot to where the sound came from, and he ducked behind the computer console just as lasers cut through the air where he had been standing seconds before.

"Chaos Control!" he ordered the gems, and was gone in a flash of brilliant light.

Juli-Su on the other hand, wasn't having the same luck. She couldn't seem to crack the code. Sweating bullets under her hood, she flipped the fairly heavy hood off with a shake of her head as she kept typing. Simultaneously the faker appeared behind Juli as GUN soldiers rounded the corner and ran down the hallway towards the room the two fugitives were in.

The backup Shadow looked at her cyberneticly enhanced spines for a split-second, acknowledging that she was an echidna for the first time, then commanded, "Move!" as he thrust the emeralds into her hands and swiftly took her place at the computer, "Get the soldiers! Let me handle this!"

Not having time to argue or make a snide remark, she shoved the emeralds into cloak pockets, exchanging them for the laser blasters strapped to her thighs, and boosted, balancing carefully on one foot, into the hallway while shooting continuously in the direction of the approaching enemies.

As the faker typed madly into the computer, hacking his way around the Passward, and into the needed files, he saw Juli out of the corner of his eye take a hit to the shoulder. She dove to the left wall, slamming into it with her good shoulder as she mowed down the remainder of the GUN soldiers. A new threat emerging, she then kicked down the door to the room opposite the computer lab and leapt inside it, for multiple laser turrets were now firing at her. She would occasionally poke her arm out to fire at them, but from the blind angle she was at, she ran out of ammo before landing a single hit. She dexterously re-loaded her guns, and then after hesitating for a moment, she sprinted across the hall and back into the faker's room; turret firing at her heels.

"C'mon… c'mon… c'mon…" she urged under her breath while neurotically glancing behind her every few seconds.

"Got it…" he suddenly stood up, a miniature CD in hand.

"What? Hey… you only needed to delete it…" confused, she put her laser blasters away and pulled out the gems instead.

The backup simply shrugged, "Either way, they don't have a trace of this data anymore. They hadn't even imputed it into GUN's network yet."

"Great." she said neutrally as she handed him an emerald, "Now lets get out of here."

"What makes you think you're coming with me?" he smirked wickedly, almost laughing at the idea.

"Oh! Well…" she raised her arms in exasperation, wound up, and obviously panic-stricken as she forcibly sat on another computer console behind her, "Let's look at the facts, shall we?" (The faker tilted his head slightly) "One! I led you to the emeralds, and the data. Two! I covered your sorry ass while you hacked away. Three—"

"Chaos Control!" fed up with her whining, and hearing more GUN soldiers approaching, the faker warped, taking Juli-Su with him in a flash of light. As she was in close proximity and holding the other emerald, he didn't have much choice anyway.

A few seconds later…

"Where are…" Juli suddenly dropped her argumentative tone. She had not even noticed that they had warped, having reached their destination almost instantaneously. Where they had warped was not very far away, which wasn't right at all, but knowing nothing of warping, Juli didn't notice this.

They were in a dark, warehouse-like room, and for a moment she thought she was back in the armoury at Eggman's base. …but it had a different feeling…

The faker snatched the second emerald from her hands before she could react and walked away, calling out in a smooth, low voice, while grinning insidiously, "I'm home… and I've brought someone to play with…"

She heard movement all around her. Suddenly realising she must be on enemy turf – and that this whole thing was a trick – she whipped out her glowing blue kris sword, and held it defensively, eyes darting this way and that.

"You're one of those clones, aren't you?" she readied herself as the movement grew louder, "Aren't you!?"

"No, actually…" came the faker's voice from out of sight, "They are…"

A black blur rushed towards her, reaching for her throat, but she managed to leap out of the way, a white gloved hand millimetres from her face as the fist clone Shadow passed. Another flash of black and red to her right; she whipped around, wielding the sword, and without a second thought sliced the robotic clone in two. It sparked and fell to the ground as another quickly leaped forward and took its place. Eyes now fully adjusted to the dark, Juli-Su felt a wave of panic and adrenaline course through her veins as she caught sight of hundreds of the mechanical clone Shadows, circling her, swarming down from the multiple catwalks, all of them staring intently at their newfound prey. It was eerie, as they all looked alive, and not at all like robots… though under the false image of Shadow they portrayed, under the skin, they were purely machine. These clones only had about half the skill, speed, power, and intelligence that the real Shadow exercised, but the backup Shadow had about three quarters – though this was knowledge few knew. Juli-Su had been told the clones were weaker, and she could tell by the ease that she had downed one with one slice of her sword. She was not looking forward to this battle, not yet having fully recovered from her last with the bat.

There was a sudden stillness… Juli tensed… she glanced up while keeping the dark enemies in her peripheral vision… there was a chain above her that she could probably reach with help from an upward boost, but she was nervous about the speed of her attackers. Just how fast were they? Boldly, she coiled her legs and sprung straight up, hundreds of Shadows springing up after her. The small jets on the ends of her mechanical dreads and the one working jet on the heel of her boot pushed her up in the air, corkscrew fashion as she swung her sword out in the spin with her. Three more clones were sliced in half as they attempted to grab the ring of blue energy she created with her mid-air twirl. She suddenly stopped spinning when she hit the chain, and sheathed her sword. Several more clones lifted off the ground with their fake hover shoes as she nimbly but sorely scrambled up the chain as fast as she could (which wasn't very fast), mechanical dreads helping her climb. A clone suddenly appeared on the chain above her, smirking down at her. She leapt from the chain with robe billowing out in her wake, and glided to a vacant catwalk for a heavy landing. Getting to her feet she whipped her guns out, and just in time as a swarm of clones leapt up in front and behind her on the catwalk. She picked them off, one by one with virulently accurate hits to either their chest or head.

BLAM! BLAM! BLAM! BLAM! BLAM! One by one they fell to the floor below as their sparking bodies, oozing a silvery substance, fell from the catwalk. More leapt up, but she simply shot them from the air before they could land, making them fall like flies into the pulsating swarm of red and black below.

…but there were simply too many. She soon ran out of ammo and had to resort to her sword again. More mechanical Shadows landed behind and in front of her on the narrow catwalk.

"YAAA!" she roared as she charged the ones in front of her. She managed to slice through at least three more, splattering herself with the silvery substance, before the clones behind her raced forward, grabbed her shoulders and dragged her, kicking and cursing, to the ground. They swarmed her, and she felt the sword leave her hand, the power ring slip off her arm, and her guns and grappling hook pulled from their holders. She was then kicked and thoroughly beaten by them all. She squirmed and flailed and tried to move, but clones were pinning her arms behind her back and holding her legs.

"AAARRRRAAA!" she roared in anguish as she tried to twist from their grip, but to no avail. Sharp pain in her side spoke of a possibly broken rib, and she now sported double black eyes and various bruises as she was beaten. An especially noteworthy hit, was a white-gloved fist that decked her across the face, making her lip bleed profusely.

"Alright, you've had your fun. That's enough." a hollow, mechanical voice commanded calmly.

The kicks and punches abruptly stopped, as most of the mechanical clones leapt off the catwalk to join the herd below. There were still several Shadows stationed around her, clutching her cloaked arms and legs to prevent her from getting at their leader, Metal Sonic. Endurance weakening, she would occasionally lurch forward, still trying to escape from their tight grasps. Then the Shadows holding her legs abruptly swept her off her feet, the seven or so of them holding her up off the catwalk, making it even harder for her to move. Then she saw him… the terrifying sight of Metal Sonic in full splendour – glowing orange eyes, sharp metal spines protruding every which way, needle-like teeth grinning as he reached down and picked up the handle of her sword, which instantly powered up and revealed its wavy blade.

"So… we have a hitchhiker on our hands…" he admired the glowing blue blade for a moment, then before Juli could so much as blink, the tip was at her throat.

Juli struggled to pull away from the blade with a slight "Umph…", blood trickling down her chin from her lip, but the clones held fast. Metal Sonic regarded her with utmost curiosity. His sharp eyes traced up and down her mechanical dreads, the sight confusing him.

"You are a machine?" he tilted his head to one side as well as the blade.

"You could say that…" she growled through clenched teeth.

"You can't be… Then why do you bleed?" he searched his memory banks for an appropriate species to match her to, then decided, "You are an echidna, yet you are a machine?"

"So… what's it to 'ya?" she lurched again, making one of the Shadows restraining one arm shift his feet to keep balanced.

"Explain." he ordered calmly.

Juli said nothing. The backup Shadow's oily voice started up as he stepped from the darkness behind Metal Sonic, and stood slightly behind him, neutral expression, "She's very feisty… needs some… discipline… but not at all a bad fighter..."

"I see that…but she couldn't tell you from the real Shadow, and that's… disappointing." the backup looked down as Metal Sonic searched his memory banks again, "Yes… there is a segment of data here left over from one of my earliest models… parts of your flesh has been permanently transformed into metal… roboticized. Yet you are an organic being…you have the intuition that the Eggman speaks of." Metal Sonic lowered the sword, "Throw her in the brig. Keep her alive until we can fix the memory modifier. She will be a valuable addition to our growing arsenal…"

As they carried her away from the scene, squirming and twisting, and generally succeeding in giving them a difficult time, Metal Sonic added, sneering with sharp teeth, "Thank you for helping my partner gather the data we needed… and the emeralds…"

Juli-Su seethed… she had fallen straight into a trap and given the enemy exactly what they needed. She had failed at her mission to recover the Ultimate Life as well – he could be anywhere by now.

The seven clones silently carried Juli-Su down multiple, dark and dank hallways, down a long spiralling staircase, along some more corridors, then finally up to a room guarded by two more Shadow clones. The guards nodded and let them pass through the door, which closed with an airy hiss as they stepped though. The next room was small, had silvery metal covering every surface, and was very bright. There was a smaller rectangular room indented into the wall on the left. A tight grid of visible red energy beams separated the smaller, darker room from the bright hall. It was a prison cell. One of the clones reached over and secretively punched something into a keypad on the wall some distance away from the cell. A few of the beams on the left side disappeared, and with a sudden, mighty heave, all the Shadows tossed her inside, the red beams lighting up again before she could get to her feet. They soon left, leaving Juli to collapse on her front, pained and exhausted, on the cold metal floor.

'What now…' she thought wearily though furiously as she slammed a fist into the floor, 'No weapons, injured, failed mission, facing certain slavery…' she sighed, '…might as well kill myself…' she lay where she was thrown on the floor for some time, and eventually closed her eyes, falling asleep.

A few hours later, she heard a slight gurgle and quickly turned her head over to look to her left. She jumped up in surprise at the sight of a very bloodied and mangled Shadow around ten feet away. She was astonished that she hadn't even noticed him there, curled up with his back to her. She knew immediately it must be the real one by the sight of the blood – only one Shadow could bleed, and that was the authentic; the rest were strictly mechanical, she knew that much. She hesitantly stood (she felt a lot more energized now that she'd had a rest, though was still pretty beat up) and moved a little closer; he was still breathing, albeit it being slowly and laboured. Renewed strength coursed through her, 'If I can release the Ultimate Life from here, I could still pull this mission off...' but she stopped in mid-step about a foot away from him, 'What if it's just another trick… a holograph to get me to talk… or something…' she knelt back down on the floor and stared at the bloody mess on the wall and floor. His fur was crusted with dried blood, but it didn't seem like he was bleeding anymore. Gingerly, she extended the two front most of her mechanical dreads and carefully arched them around to his shoulder and hip. He tensed at her touch as she meticulously flipped him over so his front faced her. It reminded her of the medical lab all over again, except this time he had both eyes – open… and looking directly at her, not at all amused.

"Don't touch me." he sounded quite offended.

She opened her mouth to gasp (she hadn't expected him to be so alert), but held it back as she quickly retracted her dreads, staring straight back at his sharp, but sultry red eyes.

Shadow was basically all right now, he had gained consciousness a few hours ago but he had been trying to rest with eyes closed – saving his strength and imagining all the ways he would rip Metal Sonic limb from limb, intermingled with the his usual thoughts of Maria. The gashes Metal Sonic had left on Shadow's body with his claws were completely healed, but his head still hurt from all the bashing it had received, and his fur was still stained with his own blood; mostly notable on his (no longer) white crest. He was quite un-amused by the disturbance, but was also intrigued with finally seeing what a Legionnaire looked like under their hood.

"Kommissar or Juli-Su?" he asked, voice neutral and a little hoarse sounding.

Juli scoffed; a little peeved that he would ask something like that after his previous comment, "What does it matter to you?"

Shadow simply blinked, waiting.

Seeing he wasn't up for arguing, she composed herself, then said softly, "Juli-Su."

Shadow simply took note of that and said nothing more. He was alarmed that she had not yet broken eye contact, but remained silent as he lazily turned on his front, chin on the floor, and closed his eyes again.

"So where are the rest of you?" he mumbled, seemingly bored.

Juli-Su didn't quite know how to put it, "There aren't any others…"

Shadow flashed his eyes open and stared at her from the floor again; trying to assure himself she was truthful. Her ultramarine violet eyes reflected a free spirit, a rogue, but there were no lies at present, "Why not?" he pressed, still trying to stare her down, unsuccessfully.

"Long story." she leaned back, three dreads supporting her weight as she sat cross-legged, facing the grid but still watching him.

"I gather we'll be here a while…" he retorted, suddenly acknowledging how beat up she was… the black eyes, the welts and cuts around her head, the bleeding lip. Not a pretty sight.

Juli raised an eyebrow at him as she watched him subtly look her over, and frowning, said, "You don't look in too good a shape yourself…"

"Humph…" he put his chin back against the floor and closed his eyes once more.

There was a short pause as she eyed the red highlights in his quills, then, "…either way forgive me for the gaping stare… I didn't expect to see you… well… the real you… in here of all places…" she paused again as she reclined on her dreads, looking up at the low ceiling blankly, "Hell, I don't even know how I ended up here… it all happened so fast…" still looking at the ceiling, she closed her eyes, took a deep breath then fell silent.

There was a long, dismally boring lull. She finally looked back down, violet tipped bangs flopping back over her left eye, as met another intense stare from Shadow. She wondered how long he had been looking at her. Referring to his eyes she said heatedly, "Put those away before you burn a hole in my head…" and scowled, though in reality she was quite taken by his dark complexion, most notably his eyes.

It was an unnerving, uncomfortable moment as their eyes locked firmly on each other. It is said that the eyes are the windows to the soul, and each was trying to read the others at this moment without much success. Both were holding up a strong, angry barrier, preventing the other from penetrating into their mind.

Juli looked away first; blinking then looking to the energy beam grid. She got up and began to crawl along its base, carefully inspecting each of the laser output devices securely welded into the floor. Shadow put his head down again, eyes open and resting his forehead on the floor. He watched her in his peripheral vision as she examined each laser output.

"Damn…" he heard her mumble, "All good…"

Strenuously, she stood and put her back to the wall. Very slowly and carefully, she extended one of her mechanical dreads though one of the narrow grid openings. If she caught her dread on a laser, she was sure she'd either melt it off or be electrocuted, depending on what kind of energy beam it was.

Shadow lifted his head and pushed his stiff body off the floor to watch, intrigued by her bizarre, mechanically enhanced spines. Juli-Su fixed her eyes on an unknown spot on the floor in concentration as she curled her dread around to the wall just to the right of the cell, feeling around for the keypad she had seen – not that she had actual feeling in her mechanical parts, she could only tell by running the tiny three pronged claw up and down, searching for the raised surface. She found it, but then realised there wasn't much she could do with it, as she didn't know the password. Thinking quickly, she scraped around to find the edge of the keypad. Found it. With a sudden jerk, which made her come dangerously close to hitting the grid with the side of her head, she pulled the keypad right out of the wall. Gaining confidence, she let the keypad hang, largely undamaged, from its wires as she pushed her dread into the new hole in the wall. Grabbing what she thought was the power supply cable, she pulled back, but to no effect – it was well reinforced. She carefully extended a second tendril out the cell and grabbed hold of the power cable with both.

"If this is the right cable, I'll be in for a shock… and I mean that in two ways…" she explained to the wierded-out Shadow, and suddenly noticing something different about him she froze long enough to say, "Hey… what happened to your shoes?"

"Metal Sonic." he said, scowl creeping onto his face.

"Oh… yeah? …the bastard…" she strained, now pulling her dreads back with all her might, "Another… reason… to get rid of 'em… got it!" she suddenly staggered back as the laser grid flickered and disappeared, and Juli received a jolt of electricity up through her two dreads, rendering them limp and useless. Some of the electricity had also coursed through her body, making her heart skip a beat.

Shadow blinked twice, and then slowly, achingly, got to his feet.

Juli quickly recovered from the electric shock as she held one dread in her hand and inspected it, thinking 'Crap… fried…'. The high voltage had destroyed the wiring in two of her mechanical dreads, and they would have to be replaced if they ever managed to get back to Eggman's base. Wasting no time, and not even glancing back at Shadow, she moved out of the cell and over to the double doors. Shadow immediately followed.

"Can you fight?" she whispered hoarsely over her shoulder.

"Of course." he crossed his arms haughtily, glowering.

"Good… get ready, then." and she gave the door a mighty kick, denting it slightly. She scooted back and to the side a little.

SCHOOMPH! The door was abruptly opened with a hiss by the two clone guards on the other side. Before they could even take in the scene before them – a battered cybernetic echidna and a blood stained, shoeless hedgehog, both with murder in their eyes – Shadow had spun dashed through them both, causing one to explode and the other to fall apart at the joints. He landed on the smooth floor, sliding around a bit as he tried to stop; socked feet were not ideal for running on smooth floors. By the time he regained his balance, he looked up in time to see Juli-Su disappear around the corner at the end of the hallway.

'I've got to get the Air Shoes back…' he thought suddenly, and ran off in an entirely different direction.

While Juli swiftly made her way through the base, she activated a device in the holographic projector that would automatically make a map of this base as she ran. She thought that perhaps gathering a little extra information on the enemy would make up for all this runaround. She had no idea where she was going, and was very hurt and still a little tired, but she figured she'd be as good as dead if she waited around for someone to come and rescue her… because no one would. She needed to set things right; get rid of that data once and for all, and find those emeralds before attempting to escape – if she escaped now and returned a second-time failure, certain torture awaited her. …and that gang beating she had received was nothing compared to Dimitri's wrath. She had found and released the real Shadow already, so part of her mission was complete. Whatever he did now was his own concern – though as she had already been on two rescue missions to help him, she really wondered if he'd be okay on his own.

'What kind of Ultimate Life needs rescuing, anyway…' she grumbled to herself as she turned a corner, went through an automatic door, and found herself in a large, deserted, foyer-like room. In the gaudily colored room there were steps leading up to a lift and a door in the back. She headed towards a holographic projection hovering in the middle of the room, still grumbling mentally, '…they say he can do all these amazing things, and yet we keep having to save him from near deaths…' she approached the screen and inspected it, almost out of breath, "Egg Carrier?"

Anyone who had been involved with Dr. Eggman a few years ago would have known of his considerably extravagant ship – The Egg Carrier. Perfect Chaos had thoroughly incapacitated it a few years ago, but it seemed that Metal Sonic had now adopted it as his own base. Juli figured that Metal Sonic must have stolen the Egg Carrier from Eggman's fleet – it must have been the ship carrying the clones. Well… she was wrong… but it didn't make much difference…

The screen showed Eggman's logo and the title Egg Carrier, but after Juli reached out and touched it, the screen immediately switched to map mode. There were labels indicating what each room was.

'Sweet…' she took a closer look; there was a red dot indicating you are here, 'Now… if I were Metal Sonic… where would I keep my emeralds…' she thought it over eyeing the bizarre names such as Hot Shelter and Bad Taste Aquarium, "He'd probably keep them with himself… but where would he be?" she looked closer at the map, at a room labelled Central Command Room, the obvious choice. Turning from the map, she ran as fast as her sore body could take her, and headed off to where she guessed the emeralds would be.

Meanwhile, Shadow wasn't having much luck, as usual. He found himself in the engine room of the Egg Carrier – nothing interesting there. Turbines and pistons four stories high lay at rest, but not much else. Scowling, he started to search for an exit…

PTPTPTPTPTPTPTPTPT! Machine gun fire suddenly forced Shadow to dive behind a pile of scrap metal.

"Ultimate Life Form has been detected." droned an unfamiliar robot voice, "Ultimate Life Form must be captured."

Shadow heard heavy metal footsteps approaching his cover, so he turned and ran straight up the piston behind him, the robot firing again and only stopping once Shadow he had reached the top; safely out of range from this new threat.

Shadow looked down. It was a rather crude, primitive looking red, white and black robot. Shadow hopped to the next piston, nearly slipping over the edge before he caught himself, and peered down at it. It had an insignia on its arm that Shadow recalled as meaning Omega. Shadow looked around, he could see the exit door nearby, but it would require crossing the room. He considered his options…

'I could jump to the other side… but without my shoes I wouldn't make it… I could take out that robot… but he looks heavily armoured which would require some precarious effort…' he then looked up, 'Or… I could just…' and he spun dash straight up and through the ceiling, leaving a confused and bewildered (if it was even capable of those emotions) Omega down below to look up at the new hole in the roof.

Bright light was suddenly all around Shadow. He was outside; free, but not quite. He still needed his shoes. He slowly stopped his rotation and touched down rather awkwardly on the deck of what seemed like a ship. He was amazed that no alarms had been sounded and that his escape had not been noted yet. He wondered where that Legionnaire had gone to…

No sooner had he thought that, than an alarm sounded throughout the area.

WEEEEWOOOWEEEEWOOO!

"GET THEM! GET THE ULTIMATE LIFE AND THAT BLASTED ECHIDNA!" bellowed a very angry sounding Metal Sonic over the loudspeakers.

Shadow ran as fast as he could without his shoes, which felt weird yet oddly refreshing, to the other side of the deck. When he reached the edge, his eyes widened in shock. There before him lay a scrap yard… but not just any scrap yard… below him were mountainous piles of… himself. Shadow parts to be precise. Severed, melted, damaged, you name it. Arms, legs, torsos, heads, whole bodies maybe just missing a limb or two… all oozing with a strange silvery substance. Wires protruded from the end of the severed limbs…

Shadow didn't know what to feel or do… it was all so surreal. Seeing piles of your own head and body, even though fake, is quite the sight to behold. After a moment of silence, Shadow finally came to his senses and let himself drop down to the scrap yard floor. He looked up at the gigantic pile of parts that lay before him. He paid special attention to a severed head, which still had its eyes open. Shadow reached forward and flipped its eyes shut, almost respectively, but more so that he was actually disturbed by its goggle-eyed stare.

On the other side of the yard, Juli-Su blasted out of a circular door, clutching an emerald in each hand. She was breathing hard, but as several mechanical clones were perusing her, she was not going to be stopping any time soon. She weaved through the mounds of parts, trying to loose her chasers. The Shadow robots were able to skate with their fake hover shoes, but not nearly with the same speed, power, or grace that was bestowed upon the wearer of the real Air Shoes.

Still some distance away, the real Shadow heard approaching footsteps, and flattened himself against the pile, blending in perfectly. Juli-Su soon came into view, suddenly collapsing to her knees, not physically capable of going any further. Panicking, she tried to drag herself forward, but to no avail. On the pile, Shadow only saw the two emeralds gripped tightly in her hands. He needed them… there were calling him…

Suddenly the clones rushed to the scene… Shadow's world seemed to turn in slow motion as his mind registered them as competitors for the emeralds. It was a race. They were trying to take them from him – unacceptable. He leapt from the pile and took out each clone one by one with a flying kick or a punch; sending them flying into the massive piles around them.

"Back where you belong, filthy copies!" he sneered as sent the last clone flying into a pile with a fluent roundhouse kick.

Juli-Su shakily got up, "Look who finally decided to show up!" she shouted, sounding almost ungrateful.

Shadow ignored her and looked intently at the emeralds, "Give me the emeralds."

"No way! Last time I had the emeralds, your backup nearly left without me!" she clutched the emeralds tighter.

"I'll take you with me! Just give them to me!" he scowled, looking black as thunder. He bent his knees, preparing to pounce and forcefully take them from her if he had to.

"Swear it!" she shouted at him.

"What!?"

"I said swear it!"

Just then Metal Sonic's roar boomed over the graveyard of parts. He was coming after them himself. There wasn't much time. Shadow considered the situation… he would never admit it, but deep down inside he felt he could not outfight Metal Sonic today… not after what he had seen of Metal's abilities, not without his shoes, not with his bloody gloves (for any fist or palm hits would be useless), and not with the risk of being swarmed by clones… he would have to leave his shoes behind today…

Hesitating, he finally promised, "I swear on my devotion to Maria I'll take you with me!" voice angry and desperate.

"What!?" she didn't understand what he had just said, "I still don't believe you!"

Metal Sonic drew dangerously close.

Absolutely furious and anxious to get an emerald, Shadow leapt at Juli, eyes flaming, and one hand outstretched; going for the front of her cloak. Juli-Su managed to step aside to avoid his grasp, but Shadow's reaction time was quicker, and he turned on her, tackling her against the heap of scrap parts.

"Chaos Control!" he bellowed as he forced his hand against one of the emeralds in hers, pushing it up to the air above them. Juli-Su shut her eyes at the blinding flash of light.

They disappeared just as Metal Sonic crashed through the corner of the pile where they had been standing seconds before. His roars of anguish could be heard for miles around… had there been anyone other than the clones around to hear it…

When Juli opened her eyes, she felt her insides jump; Shadow was staring straight down at her. His pupils were abnormally slit-like, and the blood was somehow gone from his fur, quills, and gloves. In reality, Shadow didn't even see her there, he simply saw his destination – Eggman's base – but Juli didn't realise, and so was a little flustered by his sudden, intense eye contact. Around them was a very warped and stretched view of the desert, as if they were moving towards something at incomprehensible speed, which in fact, they were.

Juli felt very humbled staring into the eyes of the Ultimate Life, now in all his magnificence, but she felt no fear or anxiety. The eyes may have been forbidding, cruel, and sharp, displaying nothing but contempt and dark hatred towards the world, but after a few seconds of studying his look… she began to see through that front and into something even deeper… something hundreds of beings before her had failed to see, as they were quick to divert their eyes after meeting his directly… it was something only Maria had previously been able to find… she found his true, agonized soul… a whirlwind of confusion, despair, and angst. There was also a hint of something… something quite complex that she couldn't describe to herself, but could almost… relate to…

Almost as quickly as it had begun, it ended. They were suddenly in Eggman's dark command room. Shadow abruptly released Juli and the emerald from his hold, carelessly letting her fall to the floor on her rear, and started to calmly walk towards the lift. A little dumbfounded, Juli let the two emeralds roll from her hands – they made sharp pinging noises as they made contact with the floor. Eggman, Kragok, and Kommissar (the two Legionnaires with hoods up) were all in the command room, staring at this sudden appearance in shock and disbelief.

"Shadow?!" Eggman stared after Shadow, who kept walking. Shadow just wanted to go somewhere where he could think – hard.

"Juli-Su?!" Kommissar said quietly, also staring, "Damn it…"

"I don't believe it…" Kragok muttered under his breath, contempt obvious.

The three walked over to Juli-Su, who was too tired to get up from her fall to the floor, and stared some more. Eggman was speechless as he picked up one of the fallen emeralds – two emeralds plus the Ultimate Life were now back in his possession, however he did not yet know that Metal Sonic had been involved in this saga…

"What happened?! How did you manage to get these?!" Eggman queried as Kragok bent to pick up the second emerald.

"Long story…" she suspired, "…but I can tell you right now… we're in a lot more trouble than previously thought…"

Shadow suddenly stopped and flicked his ear, listening.

"What do you mean?!" demanded Kragok.

"Metal Sonic has more clones than before… he's quadrupled his numbers… and… …and… he has…" she shuddered, "Dimitri..."

There was a pause as Kragok and Kommissar gaped.

"You liar! How is that possible?!" Kragok seemed to tremble, but whether it was rage or fear, only he knew, "It can't be true!"

"Did your lobotomy finally kick in?!" Kommissar shouted furiously, faltering, "Dimitri is… there's just… no way!"

Eggman now spoke, sounding edgy yet assertive, "I think a thorough explanation of what has happened is in order…" he eyed Juli's new injuries and said to her, "Juli-Su, go clean yourself up, then return here immediately."

Juli-Su slowly got to her feet and walked stiffly towards the lift.

Eggman then turned and called over to Shadow, still standing with an ear twisted in the group's direction, "…and you, don't leave! I need you here."

Shadow shook his head reprehensibly as he started for a dark corner… it was going to be a long day… one he'd rather spend alone, reflecting on his ongoing vendettas.

Eggman turned to the two standing Legionnaires, "Summon the other living Legionnaires… I'm calling a meeting."

Kragok motioned to his twin, Kommissar, and she walked off to gather the others. She gave Juli-Su a rude gesture as she joined her on the lift, but unfortunately for her, Juli was too busy aching to take notice.

Eggman's aboveground command room, lit only by the light emitting from the jumbled holographic screens floating around the central computer, and the emeralds held by Eggman and Kragok. Eggman stood next to Kragok, both of them pondering the rapidly changing situation they were in, while Shadow, standing alone and invisible to all in his dark corner, thought about how much he missed his shoes…